HSR Form/Process (Interpretations 167 - 237)

• Pages: 291-392

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HSR FORM/PROCESS

HSR Form/Process 293

167 Applicable Provisions. 803, HSR Form Items 2, 3, 4, 5, 6, 7,

and 8.

Issue. What types of information does the HSR notification require?

Analysis. The HSR notification requires the submission of data and

narrative responses to a number of items including:

 information on the filing fee payment;

 a brief description of the transaction (Item 3(a));

 relevant HSR valuations (which may differ from the transaction

enterprise value) (Items 2 and 3);

 certain revenue information broken down by applicable NAICS

Codes (Item 5);

 entities under the control of the acquiring person or the acquired

entity (Item 6(a));

 the holders of 5 percent or greater (but less than 50 percent) of

the voting securities or non-corporate i nterests of certain such

entities (Item 6(b));

 certain minority holdings of such entities and of the acquiring

person’s HSR associates (Item 6(c));

 certain geographic information if there are overlaps between the

NAICS Codes applicable to the revenues of certain parties

(including the acquiring person’s HSR associates) (Item 7); and

 certain information about past acquisitions by the acquiring

person of assets or entities which derived revenues in an

overlapping NAICS Code (Item 8).

In addition, filing parties must submit certain documentary

attachments with their filing, including, among other things, certain

executed agreements (Item 3(b)), certain financial statements (Item 4(b)),

and certain documents prepared by or for officers or directors in

connection with the reportable transaction and that contain a discussion

of certain specified subjects (Items 4(c) and 4(d)). Finally, an executed

certification and, in some cases, affidavit attesting to the filing party’s

good faith intent to complete the reported transaction, also must be

included (Sections 803.5 and 803.6). In locations where notaries are not

required to use a seal, the PNO will accept notarized filings without a

seal, provided that the certification complies with applicable state or